The Amazing Spider-Girl 2
by OptimusPhillip
Summary: Carnage has escaped again (they're really trying to beef up security) and is terrorizing the city, this time with a bigger plan. The city's only hope: Spider-Girl and her newfound partner, the Scarlet Spider, who has some things to learn about herself, too. Rated: T for Violence and non-explicit sexual references
1. Chapter 1

The Carnage symbiote was out of its cell again and was making its way to Ravencroft Mental Institution for the Superhuman Criminally Insane to rebond with Cletus Kasady. As it went, however, it was feeling weak and murderous, so every mile or so it jumped on a citizen and sucked the adrenaline and phenethylamine out of them, killing them. Wherever the symbiote went, hysteria surely followed.

"Who knew a red mud stain could cause the downfall of New York?" said Spider-Girl before she swung after it.

A couple hundred miles, a few thousand dead people and a few hundred riots later, the symbiote finally reached its destination: RMISCI. Spider-Girl tried to confront it, but as it was in its liquid form it was virtually invulnerable to her. She was forced to let it enter the asylum, where it rebonded with Kasady.

Back in Forest Hills, May was busy studying for an exam she had to take in a couple days when she was interrupted by her mother, Mary Jane.

"May, a moment?" said MJ.

"Need more input on the Spider-Girl merch?" said May.

"This college fund isn't going to pay for itself since you dropped out of the basketball team."

"Okay, show it to me." MJ showed her a pair of baby shoes with the likeness of Spider-Girl on them.

"Those look great."

"I thought you'd like them. Ben liked them, too." May and Mary Jane both looked over at the infant boy in the playpen, "I'm glad you appreciate him. When your father and I were growing up, the last thing a teenage girl wanted was a baby sibling."

"Who wouldn't want a baby brother as awesome as Benjy?"

"Back then, teenage girls thought they should have all the attention."

"Well, we both already know that I'm no ordinary teen girl."


	2. Chapter 2

Later at school, May sat down to lunch with Felicity.

"How did the exam go, Mayday?" said Felicity.

"Professor Romita seemed impressed, so I think I did well." said May, "But I'm not going to celebrate until the grade comes in. What's new in your life?" Felicity looked down at her shepherd's pie.

"Oh, no." said Mayday, "Something's wrong."

"I found some... interesting things out about my mother." said Felicity.

"What?"

"She was a criminal, years ago."

"What do you mean?"

"She was a cat burglar. She stole whatever she could, ancient relics, thousands of dollars, just to get an adrenaline rush."

"Your mother was Black Cat?"

"Yeah."

"I never would've seen her in a maternal position."

"She's reformed, but this sort of thing just, I don't think my life will ever be the same again."

"I've had an experience like yours."

"What?"

That night, when Peter and Mary Jane were asleep, Felicity and May stood by the basement door.

"Felicity," said Mayday, "I have something to show you, but it's a huge secret. You can't tell anyone else about this. Can I trust you with this big a secret?"

"Yes." said Felicity.

"Okay." she opened the door to the basement and turned on the light. They went down and a bunch of Spider-Man stuff surrounded them. Costumes, web shooter prototypes, research by Richard Parker, everything that ever had anything to do with Spider-Man, right before their eyes.

"My God." said Felicity, "Your father was Spider-Man?"

"Yes, Felicity." said Mayday, "And I'm Spider-Girl."

"Wow, my mom was a cat burglar and my best friend's a superhero. Where will the life changing revelations end?"

"You'll have to get used to these things. Life changing revelations are a fact of life, and there might be more to come."


	3. Chapter 3

Spider-Girl was out on patrol and was ambushed by Carnage.

"Well, well." said Carnage, "I thought I was getting Spider-Man, but instead I got a Spider-Girl."

"You're disappointed?" she said, "I really worked hard to be amazing for you." She shot a web at him and swung him into a billboard. However, he jumped right back and trapped Spider-Girl in a symbiote net. However she was barely able to break out of it. Once out, she ran up to Carnage and punched him; however that had little effect on him. Carnage retaliated with numerous punches, kicks, and knife throws. Spider-Girl was able to dodge all the knives and most of the punches and kicks, but she was getting tired out. Carnage grabbed her by the neck and held her up. He morphed his hand into an axe at prepared to swing when suddenly a voice came from behind him.

"Hey, ugly!" it said, "Over here!" Carnage turned around to see someone, female by the looks of it, in a scarlet version of the Spider-Man costume with a blue Spider-Man hoodie over it swinging over to kick him in the face. He dropped Spider-Girl off the edge, but the other girl grabbed Spider-Girl's hand and pulled her up.

"Thanks," said Spider-Girl, "whoever you are."

"Come on, Spider-Girl," said the other one, "Don't be a dork, you've got to recognize this costume. I'm the new Scarlet Spider." Suddenly there was a slight tingling sensation in the back of Scarlet Spider's skull. She turned around and saw some red and black spinning saw blades heading right towards her, all of which she dodged, though she was still confused by the tingling. Carnage was furious. He grabbed Scarlet Spider by the neck and threw her off the edge. Scarlet Spider was afraid, but a small voice in the back of her head was telling her to swing into the side of the building. She did and she found, much to her surprise, that she was sticking to the wall.

Meanwhile, back on the roof, Carnage was satisfied with his apparent kill. He turned around to repeat this action with Spider-Girl, but suddenly he was kicked in the back by Scarlet Spider. When he stood up to retaliate, however, he saw that Spider-Girl and Scarlet Spider were gone.


	4. Chapter 4

That night, Felicity was losing sleep, pondering the events of the past day.

_How could I have possibly done that?_ she thought, _I know Dad was Venom, but that wasn't until after I was born. How could I have Spider powers?_ She decided that she would try using powers again, to make sure that she hadn't just managed to get a natural foothold on the wall. She stood up and jumped to the ceiling and stuck again. She couldn't believe it: she, the daughter of two then-normal individuals, had superpowers like another superhero. She wanted answers, but she was too tired to go out in search of them, so she fell back onto her bed and went to sleep.

The next day in school, Mayday and Felicity sat down to lunch.

"You really got lucky yesterday." said Mayday, "Not everyone can survive falling off of a fifteen-story skyscraper."

"Well, not everyone inexplicably has your powers." said Felicity.

"What?"

"I had instinctively swung into the wall and had stuck."

"How is that possible?"

"Believe me, if I know, you can trust Loki with all your valuables."

"Well, at least now I feel better letting you into combat."

"You did say that life will be full of these experiences, but I never expected to suddenly out of nowhere develop superpowers."

"Maybe there is a reason for this. I can have Normie do some tests or something."

"No thanks. I'll figure this out by myself. And even if I don't, it doesn't matter."

Later that afternoon Carnage broke into Avenger Tower, throwing knives at any S.H.I.E.L.D. personnel who got in his way.

"Listen up, Stark." said Carnage over an intercom, "I need a big light, and your arc reactor should do the trick."


	5. Chapter 5

Carnage was still killing all the S.H.I.E.L.D. personnel guarding the arc reactor when Spider-Girl and Scarlet Spider showed up.

"Hey," said Spider-Girl, "people need that you know."

"Well so do I." said Carnage before running up to her with an axe hand. Scarlet Spider, however, webbed up his arm and restrained him.

"Whatever it is you need with that, we're not going to let you have it." she said.

"Sorry, but I can't afford to lose this opportunity." Carnage yanked his arm forward, throwing Scarlet Spider across the room. Spider-Girl punched and kicked Carnage, knocking him back, but he was able to deter her by generating spikes all over his body.

"What?" he said, "You don't want a piece of this?" Spider-Girl stayed in place, "That's what I thought." Carnage grabbed the arc reactor and left.

"I can't believe we let him get away." said May as they walked home.

"What choice did we have?" said Felicity, "Those spikes would've killed us."

"I suppose so. Oh, and I just remembered, does your mother know that you know about the whole-"

"No. She doesn't know about the Scarlet Spider thing either. I think it's for the best, she'd kill me if she found out."

"I get that." They eventually made it to Felicity's home and then May started walking to her house.

"Bye." said May.

When Felicity's mother, Felicia, returned home, she saw some bruises on Felicity's face, along with some small cuts.

"What happened?" said Felicia.

"I tripped and fell while walking home." said Felicity, "I'm going to see the school nurse about it tomorrow."

"Okay. But I'd be more careful walking home if I were you. You never know what sort of crack or stray pebble could be there to trip on and break your face or arm or whatever."

"I will be, Mom. I promise." With that, Felicia went into another room. Felicity knew that she could probably get answers from her mother, but she also knew that would give away her secret identity, so she restrained herself.


	6. Chapter 6

It was the middle of the night. Everyone in the Parker house was asleep. None were awake to notice the mysterious red goo that oozed in through little Ben's bedroom window. It reshaped itself into a hand and it grabbed the infant, dragging him out the window.

The next morning, Peter went into Ben's room only to find that he was gone. He raced into the living room to tell the shocking news.

"Ben's been kidnapped!" he said.

"What?" said Mary Jane.

"You heard me. Ben's not in his room and there's a message scrawled on the wall."

"What does it say?" said May.

"See for yourself." said Peter. May went into the room and saw the message:

"Spider-Girl," it read, "I want you to witness this firsthand, so I gave you some incentive." Below the message there were the words "Carnage Rules" written in a red substance. May shot a web at a twig outside and pulled it in. She poked the red substance.

"Good," she said, "it's just symbiote." She pulled out her phone and placed a call.

The call was for Felicity, who was spending her Saturday the way she normally does: at home helping her mother with housework. When the phone rang, she answered it.

"What is it, May?" said Felicity, "You know that my mom makes me help keep the place clean on Saturday."

"I need Scarlet Spider's help." said May over the phone.

"What is it?"

"Carnage has kidnapped Benjy."

"I'll do what I can to help you, but Mom isn't exactly flexible."

"I don't know, I've seen news footage of her and she looked-"

"I meant in the behavioral sense." Felicity hung up.

"Mom," said Felicity, "May needs me. It's kind of urgent."

"What is it?" said Felicia. Felicity was not sure what to say, but eventually decided to come clean.

"Carnage kidnapped her brother and is planning something big. May is going to rescue him, but she needs my help."

"This sounds like something for Spider-Girl to do, not a couple of teenage girls."

"May is Spider-Girl, and I'm the Scarlet Spider." Felicia was obviously surprised.

"I really am not happy with this, but this is obviously more important."

"Thanks." Felicity ran out the door.

* * *

_A/N I'm sorry I haven't been updating these very often, I just am currently busy, between school, the Age of Extinction story, my Spider-Man 2 review for YouTube, and my attempt at a more modern arrangement of Carnage Rules, I don't get much time for writing and publishing. That said I appreciate your patience, and believe me, the next chapter is going to be tense._


	7. Chapter 7

"May, Felicity," said Peter, "while I appreciate that you're willing to do this, it's way too dangerous."

"If we don't save Benjy, who will?" said May.

"I'll get the Iron Spider and handle Carnage myself." He went into his closet.

"J.A.R.V.I.S.," he said, "prepare the Iron Spider suit."  
"Um, sir." said the robot voice, "I'm afraid the closet still isn't ready to store the suit."

"Great," he said as he exited, "now what?"

"You let us go." said Felicity.

"We're not that much younger than you were when you first faced Carnage." said May.

"Fine, but only since there are no other options." May ran into her room, changed into Spider-Girl, and swung out the window, with Felicity following suit.

Spider-Girl and Scarlet Spider looked around for Carnage. He was not difficult to find as there was a bright light shining into the sky just outside of town with a message reading "I AM HERE". The duo knew that it was Carnage and followed the beacon.

"Good," said Carnage when he saw them, "you've come to watch me paint the planet red."

"No," said Spider-Girl, "I'm just here to rescue the baby boy."

"Ah, yes, him. He's perfectly safe, as you can see." Carnage revealed a small symbiote cage containing little Ben, who was unharmed.

"Release him now, Carnage." said Scarlet Spider.

"In due time." said Carnage, "For now I have a species to save."  
"What are you talking about?" said Spider-Girl.

"What do you think the arc reactor is for? It's the only light on the planet capable of shining brightly enough into space."

"All lights shine into space, genius." said Scarlet Spider.

"A, I wouldn't know that, I was expelled from school for murdering my ex-girlfriend," said Carnage, "and B, I said brightly enough."

(The shot cuts to outer space where a bunch of asteroids covered with colored ooze hurtle towards a small planet with a bright light shining from it, italic text is narration by Carnage)

As I speak, billions of symbiotes drift through space on the rubble that was once Gakaia before it was blown to bits by a solar flare. When they see this beacon, with this message, they'll know that there is a habitable planet, ripe with indigenous life for symbiosis. I'll be celebrated as a hero for causing the eventual death of seven-billion humans.

(The shot cuts back to Earth and the narration returns to the standard third person)

"You're crazy." said Scarlet Spider.

"Yes, quite." said Carnage, "Now if you'll excuse me, I have two birds, one that needs killing and one that needs saving, and one stone."

"Not if we can help it!" said Spider-Girl before she shot webs at Carnage and tied him up. However he managed to break free and retaliated. One hand was a swinging axe and the other was a stabbing pitchfork. Spider-Girl dodged all of the strikes, but was getting tired. She kicked Carnage away from her and jumped up into a tree. She looked up to the sky and saw a bunch of meteoroids hurtling towards the surface of the planet. When each meteorite struck the ground, it broke open revealing a new symbiote.

"Face it Spider-Girl," said Carnage, "you have lost. I am unstoppable!" Suddenly Spider-Girl got an idea.

She jumped down from the tree and said "You're right, Carnage, you win."

"What are you saying?" said Scarlet Spider.

"You win, Carnage. There's no way we can stop you."

Meanwhile, Normie Osborn listened to May's voice over the phone.

"I mean, it's not like we can exploit any of your weaknesses." she said, "There's no fire around here and how we'd use sonics against you is anyone's guess." It didn't take long for Normie to guess what she was trying to tell him. He looked at the newly developed OsCorp sonic blaster and the tech-flight glider. He smiled.

Back at the arc reactor, Carnage was satisfied at Spider-Girl's apparent admission of defeat.

"Thank you for listening to reason." he said, "Phage, Riot, Lasher, Agony, Scream, destroy them both." Five symbiotes, one yellow, one green, one blue, one purple, and one red, approached the duo. However, a teenage boy suddenly flew overhead on a rocket-propelled glider and dropped a high-tech gun into Spider-Girl's hand.

"What have we here?" she said, "perhaps a sonic weapon?" She fired it at the five symbiotes and they all retreated. She continued firing it at the meteors in the sky, forcing them back into space. She continued to fire it at Carnage, causing the symbiote to detach and retreat and causing Kasady to collapse. She aimed the sonic gun at the cage containing Ben.

"Spider-Girl," said Normie, "I don't think that's such a go–" Normie's warning was cut off by Spider-Girl pulling the trigger. The cage was destroyed, but Ben was wailing like he was hurt.

"I tried to warn you, May." said Normie, "His ears probably weren't strong enough to withstand the blast. I'm afraid the blast might have deafened him." May was upset at what she had done.

"The damage is repairable," said Normie, "but it may take a little while. But don't worry, I'll do everything in my power to fix him up."

"That's why I'm lucky to have you." said Spider-Girl.


	8. Chapter 8

Over the course of the next week, OsCorp medical experts worked hard to heal Ben's ear injuries. Eventually they were able to restore his hearing, and no one was more grateful than Mayday. However, amidst all the excitement of their victory, there was still one thing in Felicity's mind that felt incomplete.

The next day she realized what it was: she wanted to know how she could've possibly had powers. Now that she didn't have this whole secret identity thing in the way, she felt like she could ask her mother about this.

"Mom." she said, "I have something to ask you."

"What is it, Felicity?" said Felicia.  
"Well, during my first conflict with Carnage as the Scarlet Spider, Carnage threw me off the rooftop. However I swung into a wall and was actually able to stick there. How is that possible?"

"I'm not sure." said Felicia, but there was something about her tone that didn't sound right.

"Why do you sound so unsure of that?" said Felicity.

"What kind of mother would I be if I wasn't honest? It seems like the truth is, Flash isn't your father, as everyone, including me thought."

"Who is?"

"A romantic partner I'd had before I married Flash."

"Who?"

"Benjamin Reilly, Spider-Man."

"Wait, May told me her father was Spider-Man."

"May, her father's name is Peter, isn't it?"

"Yeah."

"Ben did have a cousin named Peter, who did, by the looks of it, have powers as well. My guess would be that Peter stopped being Spider-Man for some reason, probably because May was born not long after that, and his cousin took over."

"Wouldn't surprise me, but this is still hard to believe."

"You should be used to this sort of experience by now."

"You'd think I would be after everything that's happened, but I don't think anyone can get used to these experiences."

That night, two lone female superheroes stood on a building roof when they heard two police squads heading in opposite directions. They looked at each other and swung off separate ways. When both were done, they regrouped and swung off together.

**THE END**


End file.
